RECOGNITION OF INTANGIBLE ASSETS AND SCALE OF ACQUISITION ACTIVITY – a survey September 2016 MISSION To contribute to Ireland having a strong regulatory environment in which to do business by supervising and promoting high quality financial reporting, auditing and effective regulation of the accounting profession in the public interest DISCLAIMER Whilst every effort has been made to ensure the accuracy of the information contained in this document, IAASA accepts no responsibility or liability howsoever arising from any errors, inaccuracies, or omissions occurring. IAASA reserves the right to take action, or refrain from taking action, which may or may not be in accordance with this document CONTENTS Page 1. Introduction ................................................................................................................................... 1 2. Purposes of the survey .................................................................................................................. 1 3. Intangible assets – range of intangible assets recognised ........................................................... 1 4. Issuers that have no recognised intangible assets ....................................................................... 5 5. Scale of acquisition activity ............................................................................................................ 5 6. Conclusions ................................................................................................................................... 5 Appendix I Issuers included in this survey .................................................................................................... 7 1. Introduction IAASA (Ireland’s accounting enforcer) has performed a desk top survey on: the nature of intangible assets recognised by Irish equity issuers1 in their statement of financial position (balance sheet); and the scale of acquisition activity undertaken by those issuers as recognised in their 2015 financial reports2. This publication presents the results of that desk top survey. International financial reporting standards (‘IFRS’) define an intangible asset as identifiable non- monetary asset without physical substance, for example, computer software, licenses, etc.3 An intangible asset is identifiable if it is either separable, that is, it could be sold separately from the business, or it arises from contractual or other legal rights regardless of whether it is separable.4 IAASA’s survey is based on the 2015/16 annual financial reports published by all 27 equity issuers falling within IAASA’s financial reporting review remit together with Allied Irish Banks plc, a debt issuer (see Appendix). In undertaking this desk top survey, additional information was not sought from the selected issuers. 2. Purposes of the survey The primary purposes of the survey were to: (a) determine the range and amount of intangible assets that the sampled issuers’ have recognised in their financial reports; (b) determine the scale of acquisition activity by issuers; and (c) provide preparers, auditors and users of financial statements with information to encourage discussion and stimulate debate on the nature of intangible assets recognised by issuers. 3. Intangible assets – range of Intangible assets recognised IAASA’s desk top survey identified eighteen different types of intangible assets recognised by issuers which amounted to €5.7bn (2014/15: €4.2bn). The survey also indicated that the total amortisation charge in the year against intangible assets amounted to €635m (2014/15: €528). Amortisation is the systematic allocation of the depreciable amount of an intangible asset over its useful life5. The highest value intangible assets are customer relationships, brands and computer software, which together comprise 87% of all intangible assets recognised by the issuers included in this survey. Table 1 analyses the types of intangible assets recognised by issuers, together with the total value of each intangible asset recognised by issuers in their most recent annual financial reports. Tables 2, 3 and 4 show the value of customer relationships, brands and computer software intangible assets recognised by each issuer. 1 The Appendix to this publication details the issuers and financial reports included in the sample 2 A similar desk top survey was carried out in 2015 to assess the quantum of business acquisition activity for 2013 and 2014. The results of which were published in IAASA’s 2015 Observations document. This 2015 Observations document can be accessed here 3 Paragraph 8 of IAS 38 Intangible Assets 4 IAS 38.12 refers 5 IAS 38.8 refers 1 Table 1 – Value of Intangible assets recognised by issuers Recognised No. Intangible assets by number of Total issuers €m 1 Customer relationships 10 1,966 2 Brands 6 1,952 3 Computer software 16 1,041 4 ERP related 1 178 5 Marketing related 2 110 6 Patents and brands 1 69 7 Contract based 2 59 8 Landing rights 1 47 9 Patents 1 44 10 Development costs 1 28 11 Licenses 1 26 12 Mastheads 1 20 13 Trade names 2 15 14 Product development 1 14 15 Core deposits 1 11 16 Purchased client books 1 2 17 Technology 1 1 18 Other 4 102 Total 5,685 The substantial portion of recognised intangible assets comprises customer relationships, brands and computer software. Figure 1 below illustrates the overall percentage composition of the aforementioned intangible assets. 2 Figure 1 – Type of Intangible assets Intangible Asset Type Other Customer 13% Computer Relationships Software 35% 18% Brands 34% Customer relationships As noted in Table 1, ten issuers have recognised customer relationship intangible assets amounting to €1.966bn. In terms of value, customer relationship intangible assets are the highest value intangible asset recognised by issuers included in this survey. Table 2 lists the ten issuers who have recognised customer relationships intangible assets, together with the amount recognised in their financial reports: Table 2 – Value of customer relationships intangible assets recognised by issuer No. Customer Relationships Total €m6 1 Aryzta AG 953 2 DCC plc 265 3 CRH plc 264 4 Glanbia plc 185 5 Smurfit Kappa Group plc 124 6 UDG Healthcare plc 78 7 Greencore Group plc 48 8 IFG Group plc 21 9 Grafton Group plc 20 10 Kingspan Group plc 8 Total Customer Relationships 1,966 6 For issuers presenting their financial statements in Sterling i.e. Grafton Group plc, and IFG Group plc, amounts have been translated into euro at £0.73395:€1, DCC plc amounts have been translated into euro at £0.79155:€1 and Greencore Group plc amounts have been translated into euro at £0.73475:€1 c) and for issuers presenting their financial statements in US Dollars (Datalex plc), amounts have been translated into euro at US$1.0887:€1 3 Brands As noted in Table 1, six issuers have recognised brand intangible assets amounting to €1.952bn. Table 3 lists the six issuers who have recognised brand intangible assets, together with the amount recognised in their financial reports: Table 3 – Value of brand intangible assets recognised by issuer No. Brands Total €m4 1 Kerry Group plc 1,039 2 Glanbia plc 337 3 C&C Group plc 233 4 Aryzta AG 172 5 DCC plc 160 6 Paddy Power Betfair plc 11 Total Brands 1,952 Computer software As noted in Table 1, sixteen issuers have recognised computer software intangible assets amounting to €1.041bn. Computer software intangible assets were recognised by the most number of issuers included in this sample. Table 4 lists the sixteen issuers who have recognised computer software intangible assets, together with the amount recognised in their financial reports: Table 4 – Value of computer software intangible assets recognised by issuer No. Computer Software Total €m4 1 Bank of Ireland 431 2 Allied Irish Bank plc 289 3 Kerry Group plc 95 4 Paddy Power Betfair plc 45 5 Smurfit Kappa Group plc 37 6 Greencore Group plc 27 7 Permanent TSB Group Holdings plc 26 8 Glanbia plc 25.5 9 Grafton Group plc 21 10 Aryzta AG 15 11 UDG Healthcare plc 10 12 Independent News and Media plc 9 13 IFG Group plc 9 14 Irish Continental Group plc 0.9 15 Datalex plc 0.5 16 Cairn Homes plc 0.1 Total Computer Software 1,041 4 4. Issuers that have no recognised intangible assets The following issuers have no intangible assets recognised in their financial reports: (a) FBD Holdings plc; (b) Irish Residential Properties REIT plc; (c) Mainstay Medical International plc; (d) Kenmare Resources plc; (e) Aminex plc; (f) Green REIT plc; and (g) Hibernia REIT plc. 5. Scale of acquisition activity As part of the desk top survey IAASA assessed the quantum of business acquisition activity by the selected issuers and noted that: (a) eleven issuers had acquisition activity during 2015 (2014: 14); (b) the total consideration paid by issuers for acquisitions amounted to €10.6bn (2014: €1.8bn). However, two substantial acquisitions by CRH plc during 2015 accounted for €7.6bn of the 2015 consideration paid; (c) following the acquisitions, issuers recognised goodwill amounting to €4.5bn (2014: €897m) equating to 43% (2014: 50%) of the total consideration paid; (d) €18.6bn (2013: €14bn) of cumulative goodwill was recognised in issuers’ statements of financial position which equates to 66% (2014: 59%) of total equity; and (e) cumulative goodwill being carried on issuers’ statements of financial position equated to 38% (2014: 38%) of total non-current assets. 6. Conclusions Given that €5.7bn of intangible assets, together with €18.6bn of goodwill is recognised on the statements of financial position